FANHUA Announces Share Exchange Transaction Between Certain Shareholders and Puyi Inc.
December 27 2023 - 4:32AM
FANHUA Inc. (“FANHUA” or “the Company”) (Nasdaq: FANH), a leading
independent financial services provider in China, today announced
that certain of FANHUA’s shareholders (collectively, “FANHUA
Participating Shareholders”), entered into share exchange
agreements with Puyi Inc. (Nasdaq: PUYI), a leading third party
wealth management service provider in China. The FANHUA
Participating Shareholders consist of Mr. Yinan Hu, co-chairman of
the board of directors and chief executive officer of the Company,
certain other executive officers of the Company, certain employees,
and certain other shareholders.
Pursuant to the terms of the share exchange
agreements, the parties have agreed to pursue a share exchange
transaction (the “Transaction”) where the FANHUA Participating
Shareholders will exchange an aggregate of 568,226,628 ordinary
shares of FANHUA beneficially owned by them for an aggregate of
284,113,314 newly issued ordinary shares of PUYI. The exchange
ratio for the Transaction is 2 ordinary shares of FANHUA for every
Puyi ordinary share. The Transaction is expected to close on
December 29, 2023, subject to customary closing conditions.
As a result of the Transaction, the FANHUA
Participating Shareholders will collectively own approximately
76.7% of PUYI’s equity interests, and PUYI will, in turn, own
approximately 50.1% of FANHUA’s equity interests. The ultimate
beneficial owners of FANHUA will remain unchanged, and FANHUA will
continue to carry out its business operations as currently
established.
About Puyi Inc.
Established in 2010 and listed on Nasdaq in
2019, Puyi is a comprehensive financial technology service group
based on family financial asset allocation. It focuses on providing
personalized wealth management services for emerging middle-class
and affluent families, comprehensive support services for financial
planners, and diversified financial services for institutional
clients.
Puyi Fund Sales Co., Ltd., a PRC entity
contractually controlled by Puyi, holds licenses for both
securities and futures business and fund distribution. Puyi has
developed an industry-leading digital technology platform, which
supports end-to-end transactions for over 9000 fund products
offered by over 110 fund companies nationwide, as well as
proprietary portfolios of publicly raised fund products on a
dollar-cost averaging basis. Additionally, Puyi offers a
comprehensive service ecosystem tailored for high-net-worth
clients, including trust consulting services, tax services, legal
advisory services, as well as overseas asset allocation and
education consulting services.
About FANHUA
Established in 1998, FANHUA is a leading
comprehensive financial services provider in China, driven by
digital technology and professional expertise, with a focus on
delivering family asset allocation services throughout the entire
lifecycle for individual clients, while also providing a one-stop
support platform for individual agents and sales organizations.
As of September 30, 2023, the Company's offline
sales service network spans 31 provinces in China, comprising 673
sales service outlets, 91,098 agents, and more than 2,215 claims
adjustors. Through proprietary technological tools such as “Lan
Zhanggui”, “Fanhua Policy Custody System”, and “RONS DOP”, the
Company is dedicated to supporting agents in providing convenient
services to clients through technological means.
With an integrated online and offline approach,
the Company has provided services to more than 12 million
individual clients. For the nine months ended September 30, 2023,
FANHUA facilitated RMB12.4 billion gross written premiums, with its
net revenues reaching RMB2.6 billion, net income attributable to
shareholders of RMB307.7 million and total assets of RMB4.0
billion.
Forward-looking Statements
This press release contains statements of a
forward-looking nature. These statements, including the statements
relating to the Company’s future financial and operating results,
are made under the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. You can identify these
forward-looking statements by terminology such as “will”,
“expects”, “believes”, “anticipates”, “intends”, “estimates” and
similar statements. Among other things, management’s quotations
contains forward-looking statements. These forward-looking
statements involve known and unknown risks and uncertainties and
are based on current expectations, assumptions, estimates and
projections about FANHUA and the industry. Potential risks and
uncertainties include, but are not limited to, those relating to
its ability to attract and retain productive agents, especially
entrepreneurial agents, its ability to maintain existing and
develop new business relationships with insurance companies, its
ability to execute its growth strategy, its ability to adapt to the
evolving regulatory environment in the Chinese insurance industry,
its ability to compete effectively against its competitors,
quarterly variations in its operating results caused by factors
beyond its control and macroeconomic conditions in China and their
potential impact on the sales of insurance products. Except as
otherwise indicated, all information provided in this press release
speaks as of the date hereof, and FANHUA undertakes no obligation
to update any forward-looking statements to reflect subsequent
occurring events or circumstances, or changes in its expectations,
except as may be required by law. Although FANHUA believes that the
expectations expressed in these forward-looking statements are
reasonable, it cannot assure you that its expectations will turn
out to be correct, and investors are cautioned that actual results
may differ materially from the anticipated results. Further
information regarding risks and uncertainties faced by FANHUA is
included in FANHUA’s filings with the U.S. Securities and Exchange
Commission, including its annual report on Form 20-F.
Source: FANHUA Inc.
For more information, please contact:
FANHUA Inc.
Investor Relations
Tel: +86 (20) 8388-3191
Email: ir@fanhgroup.com
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